Current Report Filing (8-k)
January 16 2020 - 6:01AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
Date of
Report (Date of Earliest Event Reported): January 13, 2020
PEDEVCO CORP.
(Exact name of registrant as specified in its charter)
Texas
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001-35922
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22-3755993
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(State or other jurisdiction of incorporation or
organization)
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(Commission file number)
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(IRS Employer Identification No.)
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575 N. Dairy Ashford, Suite 210
Houston, Texas 77079
(Address of principal executive offices)
(713) 221-1768
(Registrant’s telephone number)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
[
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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PED
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NYSE American
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) Restricted
Stock Awards
On January 13, 2020, PEDEVCO Corp. (the
“Company”,
“we” and “us”) issued, after recommendation by the
Compensation Committee of the Company’s Board of Directors
and approval by the Board of Directors, and in connection with the
Company’s annual compensation review, an aggregate of
1,049,000 shares of restricted Company common stock and options to
purchase an aggregate of 733,000 shares of restricted Company
common stock under the Company’s Amended and Restated 2012
Equity Incentive Plan, as amended (the “Plan”),
in consideration for services rendered, and to be rendered, by
various officers and employees of the Company. The Plan, as
amended, has been registered on various Form S-8 Registration
Statements previously filed by the Company.
Included
as part of the issuances was the issuance of:
(a)
90,000 shares to Mr. Paul Pinkston, the
Company’s Chief Accounting Officer, which shares vest at the
rate of (i) 1/3 of such shares on the one (1) year anniversary of
the January 13, 2020 grant date (the “Grant
Date”); (ii) 1/3 on the
two (2) year anniversary of the Grant Date; and (iii) 1/3 on the
three (3) year anniversary of the Grant Date (collectively, the
“Three Year Vesting
Terms”), subject to Mr.
Pinkston’s continued service to the Company on such vesting
dates, and subject to the terms and conditions of a Restricted
Shares Grant Agreement entered into between the Company and Mr.
Pinkston;
(b)
510,000
shares to Dr. Simon G. Kukes, the Chief Executive Officer of the
Company, all of which are subject to the Three Year Vesting Terms,
subject to Dr. Kukes’ continued service to the Company on
such vesting dates, and subject to the terms and conditions of a
Restricted Shares Grant Agreement entered into between the Company
and Dr. Kukes;
(c)
162,000
shares to Mr. J. Douglas Schick, the President of the Company, all
of which are subject to the Three Year Vesting Terms, subject to
Mr. Schick’s continued service to the Company on such vesting
dates, and subject to the terms and conditions of a Restricted
Shares Grant Agreement entered into between the Company and Mr.
Schick;
(d)
162,000
shares to Mr. Clark R. Moore, the Executive Vice President, General
Counsel and Secretary of the Company, all of which are subject to
the Three Year Vesting Terms, subject to Mr. Moore’s
continued service to the Company on such vesting dates, and subject
to the terms and conditions of a Restricted Shares Grant Agreement
entered into between the Company and Mr. Moore;
(e)
125,000
shares to certain other non-executive employees of the Company, all
of which are subject to the Three Year Vesting Terms, subject to
such recipient’s continued service to the Company on such
vesting dates, and subject to the terms and conditions of a
Restricted Shares Grant Agreement entered into between the Company
and each such recipient;
(f)
options
to purchase 15,000 shares of restricted Company common stock with
an exercise price of $1.68 per share to Dr. Simon G. Kukes’
wife, who serves as an employee of the Company, all of which are
subject to the Three Year Vesting Terms, subject to Mrs.
Kukes’ continued service to the Company on such vesting
dates, and subject to the terms and conditions of a Stock Option
Grant Agreement entered into between the Company and Mrs. Kukes;
and
(g)
options
to purchase 718,000 shares of restricted Company common stock with
an exercise price of $1.68 per share to certain other non-executive
employees of the Company, all of which are subject to the Three
Year Vesting Terms, subject to such recipient’s continued
service to the Company on such vesting dates, and subject to the
terms and conditions of a Stock Option Grant Agreement entered into
between the Company and each such recipient.
A copy of the form of Restricted Shares Grant
Agreement and form of Stock Option Agreement for the awards granted
on January 13, 2020 are attached as Exhibits 4.2
and 4.3, respectively, to the Company’s
Registration Statement on Form S-8 filed with the U.S. Securities
and Exchange Commission on October 31, 2013 and are incorporated by
reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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PEDEVCO
Corp. Amended and Restated 2012 Equity Incentive Plan
(1)
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PEDEVCO
Corp. 2012 Equity Incentive Plan Form of Restricted Shares Grant
Agreement (2)
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PEDEVCO
Corp. 2012 Equity Incentive Plan Form of Stock Option Grant
Agreement (2)
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(1) Filed on August 29, 2019, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-233525).
(2) Filed on October 31, 2013, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-192002).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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PEDEVCO
CORP.
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Date: January
15, 2020
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By:
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/s/
Dr. Simon Kukes
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Dr. Simon Kukes
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Chief Executive
Officer
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EXHIBIT INDEX
Exhibit No.
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Description
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PEDEVCO
Corp. Amended and Restated 2012 Equity Incentive Plan
(1)
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PEDEVCO
Corp. 2012 Equity Incentive Plan Form of Restricted Shares Grant
Agreement (2)
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PEDEVCO
Corp. 2012 Equity Incentive Plan Form of Stock Option Grant
Agreement (2)
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(1) Filed on August 29, 2019, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-233525).
(2) Filed on October 31, 2013, as an exhibit to the Company’s
Registration on Form S-8 and incorporated herein by reference (File
No. 333-192002).
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